Ms. Justine Magee reports

A$14M RAISED IN PRIVATE PLACEMENT ANNOUNCEMENT TO THE TORONTO STOCK EXCHANGE AND AUSTRALIAN STOCK EXCHANGE 4 JULY 2023

RTG Mining Inc. has received commitments to raise approximately $14-million (Australian) (about $9-million (U.S.)) in a private placement to institutional and sophisticated investors.

Highlights

• Approximately $14-million (Australian) to be raised via institutional share placement;
• Placement strongly supported by a number of leading institutional investors;
• Placement strengthens RTG's balance sheet enabling the company to advance the Mabilo project toward start-up together with other business development opportunities.

With the recent announcement of a prominent and successful new partner for the Mabilo project in the Philippines the private placement received strong institutional support, demonstrating the considerable support for RTG's high-grade copper/gold/magnetite Mabilo project and the company's other projects and opportunities.

The private placement will result in the issue of approximately 289.9 million chess depository instruments to be listed on the Australian Securities Exchange at an issue price of 4.8 Australian cents per security, representing a 7.7-per-cent discount to RTG's last closing price on the ASX of 5.2 Australian cents. The company will also issue two free attaching unlisted options for every three securities issued pursuant to the placement (exercisable at 7.5 cents with a 12-month expiry from the date of issue).

Net proceeds of the private placement will be used to continue to advance the Mabilo project toward start-up, the first phase being a direct shipping operation as well progress plans for additional exploration at the Mabilo project, exploration plans at the company's Chanach copper and gold project in the Kyrgyz Republic, continue the pursuit of new potential business development opportunities, including the Panguna project in the Autonomous Region of Bougainville, repayment of the $500,000 (U.S.) corporate loan facility together with any interest and general working capital purposes.

Placement details

The private placement consists of 289.9 million new securities to be issued at the issue price of 4.8 Australian cents per security to raise total funds of about $14-million (Australian). The first tranche of approximately 208.9 million securities is expected to be issued on or around July 12, 2023, under the company's ASX placement capacity, comprising the issue of:

• 125,808,218 securities using the company's 15-per-cent placement capacity under ASX Listing Rule 7.1 to raise about $6-million (Australian) (before costs);
• 83,084,972 securities using the company's 10-per-cent placement capacity under ASX Listing Rule 7.1A to raise about $4-million (Australian) (before costs).

The balance of the private placement (about 81 million securities) relates to:

• Subject to receiving shareholder approval under ASX Listing Rule 10.11.1, the issue of up to 3.6 million securities to the RTG directors;
• Subject to receiving shareholder approval under ASX Listing Rule 7.1, the issue of a total of up to 77.4 million securities to the company's substantial shareholders, Equinox Partners and a portion of the Hains family subscription. Equinox Partners and the Hains family have committed to subscribe for 57.5 million and 19.9 million securities respectively in respect of tranche 2. The participation by Equinox Partners and the Hains family is expected to result in those shareholders holding a 19.7-per-cent and 18.3-per-cent interest in RTG respectively.

Shareholder approval under ASX Listing Rule 7.1 will also be sought at the general meeting for the issue of the attaching options described above.

Details relating to the issue of these securities will be set out in a notice of meeting to be sent to shareholders in due course.

The private placement will be conducted under exemptions from prospectus and registration requirements of securities laws in relevant countries. The private placement is subject to approval of the Toronto Stock Exchange.

Euroz Hartleys and Foster Stockbroking, together with INTE Securities LLC and M2-Advisors, acted as joint lead managers to the private placement.

About RTG Mining Inc.

RTG Mining is a mining and exploration company listed on the main board of the Toronto Stock Exchange and the Australian Securities Exchange. RTG is currently focused primarily on progressing the Mabilo project to start up having now received a mining permit for the project, with a view to moving quickly and safely to a producing gold and copper company.

RTG also has a number of exciting new opportunities including the Panguna project in Bougainville, which it remains committed to while also considering further new business development opportunities.

RTG has an experienced management team which has to date developed seven mines in five different countries, including being responsible for the development of the Masbate gold mine in the Philippines through CGA Mining Ltd. RTG has some of the most respected international institutional investors as shareholders including Franklin Templeton, Equinox Partners and Sun Valley.

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